UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 17, 2005
CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 001-08495 | | 16-0716709 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
370 Woodcliff Drive, Suite 300, Fairport, NY 14450
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (585) 218-3600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| ITEM 5.02. | DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. |
(b) Effective November 17, 2005, George Bresler retired from the Board of Directors of Constellation Brands, Inc. (“Constellation”) and from membership on the Corporate Governance Committee of Constellation’s Board of Directors.
ITEM 7.01. | REGULATION FD DISCLOSURE. |
On November 18, 2005 Constellation Brands, Inc. (“Constellation”) issued a press release announcing George Bresler’s retirement as a member of Constellation’s Board of Directors and recognizing his contributions and many years of service. A copy of the press release is attached hereto as Exhibit 99.1.
The information included in Item 7.01 of this Current Report on Form 8-K and the exhibit filed herewith is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section and may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| (a) | Financial statements of businesses acquired. |
| (b) | Pro forma financial information. |
| (c) | Shell company transactions. |
| (d) | The following exhibit is furnished as part of this Current Report on Form 8-K. |
No. | Description |
| 99.1 | Press Release of Constellation Brands, Inc. dated November 18, 2005. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | CONSTELLATION BRANDS, INC. |
| | | |
| Date: November 18, 2005 | By: | /s/ Thomas S. Summer |
| | | Thomas S. Summer, Executive Vice President and Chief Financial Officer |
Exhibit Number | | Description |
| | | |
| (1) | | UNDERWRITING AGREEMENT |
| | | |
| | | Not Applicable. |
| | | |
| (2) | | PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION |
| | | |
| | | Not Applicable. |
| | | |
| (3) | | ARTICLES OF INCORPORATION AND BYLAWS |
| | | |
| | | Not Applicable. |
| | | |
| (4) | | INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES |
| | | |
| | | Not Applicable. |
| | | |
| (7) | | CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW |
| | | |
| | | Not Applicable. |
| | | |
| (14) | | CODE OF ETHICS |
| | | |
| | | Not Applicable. |
| | | |
| (16) | | LETTER RE CHANGE IN CERTIFYING ACCOUNTANT |
| | | |
| | | Not Applicable. |
| | | |
| (17) | | CORRESPONDENCE ON DEPARTURE OF DIRECTOR |
| | | |
| | | Not Applicable. |
| | | |
| (20) | | OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS |
| | | |
| | | Not Applicable. |
| | | |
| (23) | | CONSENTS OF EXPERTS AND COUNSEL |
| | | |
| | | Not Applicable. |
| | | |
| (24) | | POWER OF ATTORNEY |
| | | |
| | | Not Applicable. |
| | | |
| (99) | | ADDITIONAL EXHIBITS |
| | | |
| (99.1) | | Press Release of Constellation Brands, Inc. dated November 18, 2005. |
| | | |
| (100) | | XBRL-RELATED DOCUMENTS |
| | | |
| | | Not Applicable. |
